Heidrick & Struggles to be acquired by Advent/Corvex for $59/share (~$1.3B equity value)

HEIDRICK & STRUGGLES INTERNATIONAL INC

Stockholders receive $59.00 per share cash, a ~26% premium to the 90-day VWAP.
Consortium includes Advent, Corvex, family offices, and significant investment from Heidrick leaders.
Transaction valued at ~$1.3B equity; company will become private after closing.
Board unanimously approved; closing subject to stockholder vote and regulatory approvals with a $38.9M termination fee.
Equity commitment of $1.35B from Advent affiliates to fund the merger.

item 1.01 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended Bylaws to add Article XI designating exclusive forum for certain legal actions: Court of Chancery for internal corporate claims and federal courts for Securities Act claims.

Change: bylaw amendment

Exact text from the filing

The Bylaws Amendment adds a new Article XI, which provides that, unless the Company otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving the Company and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “ Securities Act ”).

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Source: SEC EDGAR

accession 0001193125-25-231098

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